EX-10.19





 Exhibit 10.19 

MEMBERSHIP INTEREST PURCHASE AGREEMENT 

This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of November 22, 2017, by and among
(i) the equity holders of TCFI LARK LLC, a Delaware limited liability company (“RDS”), and TCFI G&M LLC, a Delaware limited liability company (“ASG”), listed on Schedule I hereto (each a
“Seller,” and collectively, the “Sellers”), (ii) SIC Intermediate, Inc., a Delaware corporation (the “Purchaser”), (iii) RDS, and (iv) ASG. The above parties are referred to herein collectively
as the “Parties,” and individually as a “Party.” 
 RECITALS: 

WHEREAS, each Seller currently holds all of the issued and outstanding membership interests in ASG and/or RDS, denominated in
“Units,” set forth opposite such Seller’s name on Schedule I hereto (each Equityholder’s membership interest, his or its “Membership Interest,” and all such membership interests collectively, the
“Membership Interests”); 
 WHEREAS, the Membership Interests collectively represent all of the issued and outstanding
equity interests in ASG and RDS; 
 WHEREAS, the Purchaser is a direct wholly-owned subsidiary of Select Interior Concepts, Inc., a Delaware
corporation (“SIC”); and 
 WHEREAS, each Seller desires to sell and transfer to the Purchaser all of his or its respective
Membership Interest, and the Purchaser desires to purchase and acquire, all of such Seller’s right, title and interest in and to his or its respective Membership Interest, pursuant to the terms and conditions set forth in this Agreement. 

AGREEMENT: 
 NOW
THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows: 

ARTICLE 1 
 SALE AND PURCHASE OF
THE MEMBERSHIP INTERESTS 
 1.1. Sale and Purchase of the Membership Interests. Subject to the terms and conditions of this
Agreement, each Seller hereby sells, transfers, conveys, assigns, and delivers to the Purchaser, and the Purchaser hereby purchases, acquires, and accepts, all right, title and interest in and to all of such Seller’s respective Membership
Interest, as set forth on Schedule I hereto. 
 1.2. Deliveries by the Parties.  

(a) Consideration; Delivery by the Purchaser. Upon execution of this Agreement, as consideration for the sale, transfer, conveyance,
assignment and delivery of each Seller’s Membership Interest, the Purchaser shall pay to such Seller the amount of cash set forth opposite such Seller’s name on Schedule I hereto, in immediately available funds by wire transfer to the
account designated by such Seller. 












 (b) Deliveries by the Seller. Each Seller shall deliver all of its respective
Membership Interest to the Purchaser through executing and delivering such assignments, consents, and other transfer documents and instruments as shall be necessary in the reasonable judgment of the Purchaser to evidence the assignment, transfer,
conveyance and delivery of such Membership Interest to the Purchaser. 
 1.3. Effect of the Transactions. Each Seller acknowledges
and agrees that following the consummation of the transactions contemplated hereby (the “Transactions”), such Seller will no longer (a) hold any equity interests in RDS or ASG, (b) be a member or equityholder of RDS or
ASG, or (c) be a party to, or have any rights or benefits under, any limited liability company or similar agreement with respect to RDS or ASG. 

ARTICLE 2 
 REPRESENTATIONS AND
WARRANTIES 
 2.1. Representations and Warranties of Each Seller. Each Seller, severally and not jointly, hereby represents and
warrants to the Purchaser as follows: 
 (a) Such Seller has the full right, power and authority to execute and deliver this Agreement and
to consummate the Transactions, including the sale, transfer, conveyance, assignment and delivery of all of his or its respective Membership Interest. This Agreement has been duly and validly executed and delivered by such Seller and constitutes his
or its valid and binding agreement, enforceable against him or it in accordance with its terms. 
 (b) Such Seller is in compliance in all
material respects with all applicable federal, state and local laws, rules, and regulations applicable to ownership of its respective Membership Interest. 

(c) With respect to his or its respective Membership Interest reflected on Schedule I hereto as held by such Seller, (i) such
Seller has good and marketable title to such Membership Interest, free and clear of any mortgages, pledges, liens, encumbrances, charges, security interests or restrictions on transfer (other than any restrictions set forth in the Amended and
Restated Limited Liability Company Agreement of RDS (the “RDS LLC Agreement”), or the Third Amended and Restated Limited Liability Company Agreement of ASG (the “ASG LLC Agreement”), as applicable), and
(ii) such Membership Interest is the only equity interest in RDS or ASG held by such Seller, and such Seller does not hold any other equity interests in RDS or ASG. 

(d) Such Seller has not entered into any contracts or agreements granting to any person or entity any rights in respect of any of his or its
respective Membership Interest, other than (i) with the Purchaser or SIC, or (ii) with respect to the RDS LLC Agreement or the ASG LLC Agreement, as applicable. 

(e) The execution and delivery of this Agreement, and performance of the Transactions, by such Seller will not (i) conflict with,
violate, or constitute a breach or default (with or without notice or lapse of time, or both) or accelerate maturity or performance or give rise to a termination or consent right, under any contract or other instrument to which such Seller is a
party or which is applicable to such Seller or such Seller’s assets, (ii) violate any law applicable to such Seller, or (iii) require any filing or registration with, or the issuance of any permit or approval by, any person or entity.

 (f) Such Seller has obtained all requisite and necessary consents, approvals, or other assurances for him or it to enter into and deliver
this Agreement and sell, transfer, convey, assign, and deliver all of his or its respective Membership Interest to the Purchaser. 

  
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 (g) There is no litigation or action pending or, to such Seller’s knowledge after
reasonable inquiry, threatened against such Seller, brought by or against such Seller and affecting or relating to any of the Transactions. 

2.2. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Sellers as follows: 

(a) The Purchaser is a duly incorporated, validly existing corporation, in good standing under the laws of the State of Delaware, with full
corporate power and authority to own all of its property and assets and to carry on its business as it is now being conducted. 
 (b) The
Purchaser has the full right, power and authority to execute and deliver this Agreement and to consummate the Transactions. This Agreement has been duly and validly authorized, executed and delivered by the Purchaser, and constitutes the valid and
binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms. 
 (c) The Purchaser is in compliance in
all material respects with all applicable federal, state and local laws applicable to its business 
 ARTICLE 3 

INDEMNIFICATION 
 3.1.
Indemnification. 
 (a) Each Seller, severally and not jointly, hereby agrees to save, defend, indemnify and hold harmless each of
the Purchaser, RDS, and ASG, and their respective past, present and future partners, members, directors, officers, employees, representatives, trustors, trustees, beneficiaries, agents, attorneys, and affiliates, and the predecessors, successors,
and assigns of each of the foregoing (the “Purchaser Indemnified Parties”), from and against any and all losses, damages, liabilities, claims, interest, awards, judgments, penalties, fees, costs and expenses (including reasonable
attorneys’ or other professional fees, costs and other out-of-pocket expenses incurred in investigating, prosecuting, preparing or defending the foregoing)
(collectively, “Losses”), asserted against, incurred, sustained or suffered by any Purchaser Indemnified Party as a result of, arising out of or relating to: (i) any breach of any representation, warranty or certification made
by such Seller in this Agreement, and/or (ii) any breach or nonfulfillment by such Seller of any agreement, covenant, or obligation of such Seller in this Agreement. 

(b) The Purchaser hereby agrees to save, defend, indemnify and hold harmless each Seller, and his or its past, present and future partners,
members, directors, officers, employees, representatives, trustors, trustees, beneficiaries, agents, attorneys, and affiliates, and the predecessors, successors, and assigns of each of the foregoing (the “Seller Indemnified
Parties”), from and against any and all Losses asserted against, incurred, sustained or suffered by such Seller Indemnified Party as a result of, arising out of or relating to: (i) any breach of any representation, warranty or
certification made by the Purchaser in this Agreement, and/or (ii) any breach or nonfulfillment by the Purchaser of any agreement, covenant, or obligation of the Purchaser in this Agreement. 

ARTICLE 4 
 MISCELLANEOUS

 4.1. Waiver of Rights under Equityholders Agreements. In connection with the consummation of the Transactions, including the
sale of all of such Seller’s respective Membership Interest, each Seller hereby irrevocably waives any and all rights such Seller may have under any equityholder agreements, including but not limited to, any limited liability company agreements
or operating agreements (collectively, the “Equityholder Agreements”), that such Seller may be a party to with respect to such Seller being an equityholder of RDS or ASG or his or its respective Membership Interest, and upon the
consummation of the Transactions, such Seller agrees and acknowledges that he or it shall no longer have any rights or benefits under any respective Equity Agreements. 

  
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 4.2. Further Assurances. On the terms and subject to the conditions of this
Agreement, each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the Transactions. 

4.3. Entire Agreement and Waiver. This Agreement contains the entire agreement among the Parties and supersedes all prior and
contemporaneous agreements, arrangements, negotiations and understandings among the Parties relating to the subject matter hereof. There are no other agreements, understandings, statements, promises or inducements, oral or otherwise, contrary to the
terms of this Agreement. No representations, warranties, covenants or conditions, express or implied, whether by statute or otherwise, other than as set forth herein, have been made by any Party or any Party’s affiliates or its or their
advisors. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other provision hereof, whether or not similar,
nor shall such waiver constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the Party making the waiver. 

4.4. Amendment. No amendment or modification of this Agreement shall be binding unless made in a written instrument that specifically
refers to this Agreement and is signed by all Parties. 
 4.5. Section Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or interpretation of any provisions of this Agreement. 
 4.6.
Severability. In the event that any term or provision of this Agreement shall be determined to be unenforceable, invalid or illegal in any respect, such unenforceability, invalidity or illegality shall not affect any other term or provision
hereof. 
 4.7. Governing Law. In all respects, including all matters of construction, validity and performance, this Agreement and
the obligations of each Party arising hereunder shall be governed by, construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of
the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 

4.8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs,
successors and permitted assigns. Nothing in this Agreement, whether express or implied, is intended to confer upon any person or entity other than the Parties, their successors and permitted assigns, any rights or remedies under or by reason of
this Agreement. 
 4.9. Assignment. This Agreement shall not be assignable or otherwise transferable by any Party hereto without the
prior written consent of the other Parties. 
 4.10. Survival. All warranties, representations, indemnities, covenants and other
agreements of the Parties contained in this Agreement shall survive the completion of the Transactions and continue in full force and effect until thirty (30) days following the expiration of the applicable statutes of limitations (including
any extension thereto). 

  
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 4.11. Facsimile or PDF E-mail Signatures. The
Parties agree that this Agreement shall be considered signed when the signature of a Party is delivered by facsimile transmission or PDF e-mail. Such facsimile or PDF
e-mail signature shall be treated in all respects as having the same effect as an original signature. 

4.12. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the document. 
 [Signatures pages follow] 

  
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 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above
written. 
  

			
	SELLERS:
	
	TRIVE CAPITAL FUND I LP,
	a Delaware limited partnership
		
	By:	 	Trive Capital Fund I GP LLC,
		 	its General Partner
		
	By:	 	Trive Capital Holdings, LLC,
		 	its Managing Member


  

			
	By:	 	/s/ Conner Searcy
		 	Name: Conner Searcy
		 	Title: Managing Partner


  

			
	TRIVE CAPITAL FUND I (OFFSHORE) LP,
	a Cayman Islands exempted limited partnership


  

			
	By:	 	Trive Capital Fund I GP (Offshore) LLC,
		 	its General Partner
		
	By:	 	Trive Capital Fund I GP LLC,
		 	its Managing Member
		
	By:	 	Trive Capital Holdings, LLC,
		 	its Managing Member
		
	By:	 	/s/ Conner Searcy
		 	Name: Conner Searcy
		 	Title: Managing Partner
	
	TRIVE AFFILIATED COINVESTORS I LP,
	a Delaware limited partnership
		
	By:	 	Trive Affiliated Coinvestors I GP LLC,
		 	its General Partner
		
	By:	 	Trive Capital Holdings, LLC,
		 	its Managing Member
		
	By:	 	/s/ Conner Searcy
		 	Name: Conner Searcy
		 	Title: Managing Partner



  
 [Membership Interest
Purchase Agreement] 













 
			
	AQUARIUS SELLER, INC.
		
	By:	 	/s/ Parminder Singh Pental
		 	Name: Parminder Singh Pental
		 	Title:



  
 [Membership Interest
Purchase Agreement] 













 
	
	/s/ Jack Seiders
	JACK SEIDERS



  
 [Membership Interest
Purchase Agreement] 













 
	
	/s/ Chad Seiders
	CHAD SEIDERS



  
 [Membership Interest
Purchase Agreement] 













 
	
	/s/ Rick Seiders 
	RICK SEIDERS



  
 [Membership Interest
Purchase Agreement] 













 
	
	/s/ James Gunckel
	JAMES GUNCKEL



  
 [Membership Interest
Purchase Agreement] 













 
			
	THE SCHOLTEN FAMILY TRUST DTD 4/14/92,


 
			
	 a grantor trust formed under the laws of the State of California

		
	By:	 	/s/ Richard D. Scholten 
		 	Name: Richard D. Scholten
		 	Title: Trustee



  
 [Membership Interest
Purchase Agreement] 













 
			
	PURCHASER:
	
	SIC INTERMEDIATE, INC.
		
	By:	 	/s/ Tyrone Johnson
		 	Name: Tyrone Johnson
		 	Title: Chief Executive Officer



  
 [Membership Interest
Purchase Agreement] 














			
	Acknowledged and Agreed:
	
	TCFI LARK LLC
		
	By:	 	/s/ Conner Searcy
		 	Name: Conner Searcy
		 	Title: President
	
	TCFI G&M LLC
		
	By:	 	/s/ Sunil Palakodati
		 	Name: Sunil Palakodati
		 	Title: Chief Executive Officer


  
 [Membership Interest Purchase Agreement]














 SCHEDULE I 

 

													
	 Seller
	  	Units of RDS to be
Sold to the
Purchaser	 	  	Units of ASG to be
Sold to the
Purchaser	 	  	Purchase Price to be
Paid to Such Seller	 
	 Trive Capital Fund I LP
	  	 
	3,491,497.83
Class A Units	 
 	  	 
	8,766,157.62
Class A Units	 
 	  	$	33,449,723	 
		  				  	 
	5,616,219.71
Class E-1 Units	 
 	  			
	 Trive Capital Fund I (Offshore) LP
	  	 
	3,862,133.75
Class A Units	 
 	  	 	—  	 	  	$	10,447,568	 
	 Trive Affiliated Coinvestors I LP
	  	 
 
	319,990.02
 Class A Units
	 
  
	  	 
 
	802,478.63
 Class A Units
	 
  
	  	$	3,062,081	 
		  				  	 
 
	514,124.49
 Class E-1 Units
	 
  
	  			
	 Aquarius Seller, Inc.
	  				  	 
	4,051,487.40
Class E-2 Units	 
 	  	$	*	 
	 Jack Seiders
	  	 	—  	 	  	 
 
	871,526.88
 Class B Units
	 
  
	  	$	*	 
	 Chad Seiders
	  	 	—  	 	  	 
 
	871,526.88
 Class B Units
	 
  
	  	$	*	 
	 Rick Seiders
	  	 	—  	 	  	 
 
	412,492.59
 Class B Units
	 
  
	  	$	*	 
	 James Gunckel
	  	 
	959,196.95
Class B Units	 
 	  	 	—  	 	  	$	*	 
	 The Scholten Family Trust dtd 4/14/92
	  	 
	959,196.95
Class B Units	 
 	  	 	—  	 	  	$	*	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	9,592,015.50 Units	 	  	 	21,906,013.20 Units	 	  	$	62,724,937	 

  

	*	Separately provided by the Purchaser to such Seller